<PAGE>

                            THIRD AMENDMENT TO LEASE



                                 BY AND BETWEEN:

          H. HARDING BROWN, STEPHEN H. ANTHONY, DAVID J. FRISCHMAN and
        DANIEL J. COUGHLIN, SUBSTITUTED CO-TRUSTEES UNDER TRUST INDENTURE
                        DATED THE 25TH DAY OF JUNE, 1968

                                   "Landlord"

                                      -and-

                           IMPORT PARTS AMERICA, INC.,
                             a Delaware Corporation,

                                    "Tenant"



                                     DATED:

                                   LAW OFFICES

        EPSTEIN, EPSTEIN, BROWN & BOSEK 505 Morris Avenue P. 0. Box 705
                          Springfield, New Jersey 07081

                                   #30005-320
                                      #376
                                  June 30, 1993


<PAGE>

         THIRD AMENDMENT TO LEASE dated this 8th day of September 1993, by and
between H. HARDING BROWN, STEPHEN H. ANTHONY, DAVID J. FRISCHMAN and DANIEL J.
COUGHLIN, SUBSTITUTED CO-TRUSTEES UNDER TRUST INDENTURE DATED THE 25TH DAY OF
JUNE, 1968, having an office at 51 Commerce Street, Springfield, New Jersey
07081, hereinafter called the "Landlord"; and IMPORT PARTS AMERICA, INC., a
Delaware Corporation, having an address at 40539 Encyclopedia Circle, Fremont,
California 94536-538, hereinafter called the "Tenant".

                              W I T N E S S E T H:

         WHEREAS, the Landlord owns certain lands and premises in the Township
of Piscataway, County of Middlesex and State of New Jersey, which lands and
premises are commonly known as Lots 2 and 3, Block 460-C, Colonial Drive, upon
which there has been erected an industrial-type building containing
approximately 143,467 square feet, hereinafter called the "Building"; and

         WHEREAS, H. Harding Brown and Charles T. Shea, Trustees Under Trust
Indenture Dated the 25th Day of June, 1968, (Landlord's predecessor-in-
interest) and Western Automotive Warehouse Distributors, Inc. have heretofore
entered into a certain Lease Agreement dated September 19, 1978, as amended by
Agreement dated September 4, 1979, and by second Amendment to Lease dated May 1,
1989, hereinafter collectively called the "Lease", in connection with the
leasinq of 65,701 square feet of space in the Building, hereinafter called the
"Leased Premises"; and

         WHEREAS, the interest of Western Automotive Warehouse Distributors,
Inc. under the Lease was assigned to WAWD Inc., a Delaware Corporation, pursuant
to an Assignment and Assumption of Lease Agreement dated November 27, 1985; and

         WHEREAS, WAWD Inc. was merged into Tenant effective as of June 15,
1988, and Tenant thereby became the successor to the interest of WAWD Inc. under
the Lease; and

         WHEREAS, the Landlord and Tenant have agreed to extend the Lease for a
further period of five (5) years as hereinafter provided.



                                       2
<PAGE>

         NOW, THEREFORE, in consideration of the sum of one ($1.00) DOLLAR and
other good and valuable consideration, the parties hereto covenant and agree as
follows:

         1. The Lease is hereby extended for a further period of five (5) years,
which Lease extension shall commence as of June 1, 1994 and shall expire as of
May 31, 1999, hereinafter called the "Extended Term".

         2. Tenant shall pay rent during the Extended Term in the amount of TWO
HUNDRED FIFTY NINE THOUSAND FIVE HUNDRED EIGHTEEN AND 95/100 ($259,518.95)
DOLLARS per annum, payable in equal installments of TWENTY ONE THOUSAND SIX
HUNDRED TWENTY SIX AND 58/100 ($21,626.58) DOLLARS per month in the same manner
as provided in Article 3 of the Lease, together with such additional rent and
other charges as are provided in the Lease.

         3. It is expressly understood and agreed that the Tenant shall continue
to occupy the Leased Premises as of the commencement of the Extended Term in an
"as is" condition.

         4. Article 46 of the Lease entitled "Option to Renew" is hereby deleted
in its entirety.

         5. Provided the Tenant is not in default pursuant to the terms and
conditions of the Lease, the Tenant is hereby given the right and privilege to
renew the Lease, for one (1) five (5) year renewal period, to commence at the
end of the Extended Term of the Lease, which renewal shall be upon the same
terms and conditions as in the Lease contained, except as follows:

                  (1) Tenant shall pay during the five (5) year renewal term
annual Base Rent based upon the fair market value per square foot applicable to
the Leased Premises. The fair market value shall be determined as follows: After
Tenant has given written notice to the Landlord, as hereinafter provided, of its
intention to exercise the within option, the Landlord shall deliver to Tenant a
written notice stating the fair market value to be paid for the Leased Premises
during the five (5) year renewal term. In the event


                                       3
<PAGE>

that the Tenant objects to the fair market value quoted by Landlord, the issue
of fair market value shall be open to negotiation between Landlord and Tenant.
In the event the parties cannot agree within thirty (30) days after Landlord's
notice of the then fair market rental value, the parties shall agree on the
appointment of a real estate appraiser (the "Appraiser") having the M.A.I.
designation, the cost of which shall be shared equally by Landlord and Tenant,
which Appraiser shall be knowledgeable in the Union County, New Jersey market
rental area, who shall make a fair market rental determination. If the parties
cannot agree within thirty (30) days subsequent to the appointment of the
Appraiser, then the matter shall be submitted to binding arbitration pursuant to
the rules for commercial arbitration of the American Arbitration Association, at
the equal administrative cost of Landlord and Tenant. It is expressly understood
and agreed that in any event the renewal Base Rent for the five (5) year term
shall not be less than the annual Base Rent of TWO HUNDRED FIFTY NINE THOUSAND
FIVE HUNDRED EIGHTEEN AND 95/100 ($259,518.95) DOLLARS per annum, in the event
fair market rent shall be determined to be less than said sum as such
determination shall be made in the manner hereinabove provided.

                  (2) The right, option, and privilege of the Tenant to renew
this lease as hereinabove set forth is expressly conditioned upon the Tenant
delivering to the Landlord, in writing, by certified mail, return receipt
requested, twelve (12) months' prior notice of its intention to renew, which
notice shall be given to the Landlord by the Tenant no later than twelve (12)
months' prior to the date fixed for termination of the original term of this
lease.

                  (3) The obligation to pay the rent as adjusted pursuant to the
Fair Market Value formula hereinabove provided shall be in addition to the
obligation to pay all additional rent and other charges required by the terms
and conditions of the Lease.


                                       4
<PAGE>

         6. Paragraph 6 of the aforementioned Second Amendment to Lease dated
May 1, 1989 is hereby amended to provide that, in the event the Tenant retains
possession of the Leased Premises following expiration of the term of the Lease
in order to comply with the Cleanup Laws, notwithstanding anything to the
contrary contained in the Lease, (1) if Tenant has not exercised its renewal
option under paragraph 5 of this Third Amendment to Lease, the monthly rent due
during the holdover period from June 1, 1999 through May 31, 2004 shall be that
which would have been due had the renewal option been exercised and (2) if
Tenant has exercised its renewal option under paragraph 5 hereof, or if Tenant
has not exercised its renewal option but is still in possession as of June 1,
2004, (i) the monthly rent due during the holdover period from June 1, 2004
through May 31, 2009 shall be the greater of THIRTY FIVE THOUSAND TWO HUNDRED
TWENTY SEVEN AND 42/100 ($35,227.42) DOLLARS per month or the rent due for May,
2004, increased effective June 1, 2004 in direct proportion to any increase in
the Cost of Living Index as defined in paragraph 5 hereof, from April, 1999
through April, 2004 and (ii) the monthly rent during the holdover period from
and after June 1, 2004 shall be the rent due for May, 2004, increased effective
June 1, 2004 and June 1 of each year thereafter in direct proportion to any
increase in the Cost of Living Index from April, 2004 through the April
immediately preceding the adjustment date, but not less than a five (5%) percent
increase per year over the preceding year.

         7. Except as hereinabove referred to, all other terms and conditions of
the Lease shall remain in full force and effect, unimpaired and unmodified.

         8. This agreement shall be binding upon the parties hereto, their
heirs, successors and assigns.

         IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed by their proper corporate officers and caused their proper corporate
seals to be hereto affixed the day and year first above written.


                                       5
<PAGE>

WITNESS:                       H. HARDING BROWN, STEPHEN H. ANTHONY,
                               DAVID J. FRISCHMAN and DANIEL J. COUGHLIN,
                               SUBSTITUTED CO-TRUSTEES UNDER TRUST
                               INDENTURE DATED THE 25TH DAY OF JUNE, 1968

/s/Evelyn S. Lepore            By: /s/W. Harding Brown(L.S.)
------------------                -----------------------------------------

ATTEST:                        IMPORT PARTS AMERICA, INC.

/s/Glenn J. Holler             By: /s/Larry W. McCurdy
------------------                -----------------------------------------
Glenn J. Holler,                        Larry W. McCurdy,
Vice President                          President

WITNESS:                       B. HARDING BROWN, STEPHEN H. ANTHONY,
                               DAVID J. FRISCHMAN and DANIEL J. COUGHLIN,
                               SUBSTITUTED CO-TRUSTEES UNDER TRUST
                               INDENTURE DATED THE 25TH DAY OF JUNE, 1968

/s/Mary E. Thomas              By: /s/Daniel J. Couglin
------------------                -----------------------------------------
                                        DANIEL J. COUGHLIN
                                        MANAGING DIRECTOR


                                       6
<PAGE>

STATE OF NEW JERSEY                 )
                                    )       SS.:
COUNTY OF                           )

         BE IT REMEMBERED, that on this 8th day of September, 1993, before me.
the subscriber, a notary public of New Jersey personally appeared H. Harding
Brown, Co-Trustee on behalf of H. HARDING BROWN, STEPHEN H. ANTHONY, DAVID J.
FRISCHKAN and DANIEL J. COUGHLIN, SUBSTITUTED CO-TRUSTEES UNDER TRUST INDENTURE
DATED THE 25TH DAY OF JUNE, 1968, who, I am satisfied, is th Landlord mentioned
in the within Instrument, and thereupon he acknowledged that he signed, sealed
and delivered the same as his act and deed, for the uses and purposes therein
expressed.

                                                   /s/ Evelyn S. Lepore
                                                   -----------------------------
                                                   EVELYN S. LEPORE
                                                   A NOTARY PUBLIC OF NEW JERSEY

STATE OF Missouri                   )
                                    )       SS.:
COUNTY OF St.Louis                  )

         BE IT REMEMBERED that on this 30th day of August 1993, before me, the
subscriber, personally appeared Larry W. McCurdy, who, I am satisfied, is the
person who signed the within Instrument as President of IMPORT PARTS AMERICA,
INC., a Delaware corporation, the Tenant named therein, and he thereupon
acknowledged that the said instrument made by the corporation and sealed with
its corporate seal, was signed and sealed with the corporate seal and delivered
by him as such officer, and is the voluntary act and deed of the corporation,
made by virtue of authority from its Board of Directors.

                                                   /s/B.L. Burd
                                                   -----------------------------
                                                   B. L. Burd, Notary Public

PREPARED BY: ROBERT K. BROWN, ESQ.

STATE OF MASSACHUSETTS              )
                                    )       SS.:
COUNTY OF SUFFOLK                   )

         BE IT REMEMBERED, that on this 6th day October, 1993, before me, the
subscriber, a notary public of Massachusetts, personally appeared Daniel J.
Coughlin, Co-Trustee on behalf of H. HARDING BROWN, STEPHEN H. ANTHONY, DAVID J.
FRISCHMAN AND DANIEL J. COUGHLIN, SUBSTITUTED CO-TRUSTEES UNDER TRUST INDENTURE
DATED THE 25TH DAY OF JUNE, 1968, who, I am satisfied, is the Landlord mentioned
in the within Instrument, and thereupon he acknowledged that he signed, sealed
and delivered the same as his act and deed, for the uses and purposes therein.

                                                   /s/Margaret A. Bakin
                                                   -----------------------------

                                       7
<PAGE>

                           L E A S E  A G R E E M E N T

                                 BY AND BETWEEN:

H. HARDING BROWN and CHARLES T. SHEA, TRUSTEES UNDER TRUST INDENTURE DATED. THE
25TH DAY OF JUNE, 1968,.

"Landlord"

                                      -and-

WESTERN AUTOMOTIVE WAREHOUSE
DISTRIBUTORS, INC.,
a California corporation,

"Tenant"

PREMISES:

Lots #2 And #3, Block 460-C Colonial Drive
Piscataway, New Jersey



DATED:



#30005-320



                                       8
<PAGE>

                                TABLE OF CONTENTS

ARTICLE                                                                   PAGE
  NO.                                                                      NO.
-------                                                                   ------

1.       LEASED PREMISES...................................................13

2.       TERM OF LEASE.....................................................13

3.       RENT..............................................................14

4.       CONTINGENCIES.....................................................15

5.       USE...............................................................15

6.       CONSTRUCTION......................................................16

7.       REPAIRS AND MAINTENANCE...........................................16

8.       UTILITIES.........................................................18

9.       TAXES.............................................................18

10.      INSURANCE.........................................................21

11.      SIGNS.............................................................23

12.      FIXTURES..........................................................23

13.      GLASS.............................................................24

14.      ASSIGNMENT AND SUBLETTING.........................................24

15.      FIRE AND CASUALTY.................................................25

16.      COMPLIANCE WITH LAWS RULES AND REGULATIONS........................26

17.      INSPECTION BY LANDLORD............................................28

18.      DEFAULT BY TENANT.................................................28

19.      LIABILITY OF TENANT FOR DEFICIENCY................................31

20.      NOTICES...........................................................31

21.      NON-WAIVER BY LANDLORD............................................32

22.      RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS..............32

23.      NON-LIABILITY OF LANDLORD.........................................33

24.      WARRANT OF TITLE..................................................33


                                       9
<PAGE>

                                TABLE OF CONTENTS

ARTICLE                                                                   PAGE
  NO.                                                                      NO.
-------                                                                   ------

25.      RESERVATION OF EASEMENT...........................................33

26.      AIR AND WATER POLLUTION...........................................34

27.      STATEMENT OF ACCEPTANCE...........................................34

28.      FORCE MAJEURE.....................................................34

29.      STATEMENTS BY LANDLORD AND TENANT.................................35

30.      CONDEMNATION......................................................35

31.      INSTALLATION PRIOR TO COMPLETION..................................36

32.      QUIET ENJOYMENT...................................................37

33.      SURRENDER OF PREMISES.............................................37

34.      INDEMNITY.........................................................38

35.      SHORT FORM LEASE..................................................39

36.      LEASE CONSTRUCTION................................................39

37.      BIND AND INURE CLAUSE.............................................39

38.      DEFINITIONS.......................................................39

39.      NET RENT..........................................................40

40.      DEFINITION OF TERM OF LANDLORD....................................40

41.      COVENANTS OF FURTHER ASSURANCES...................................40

42.      LANDLORD REMEDIES.................................................41

43.      COVENANT AGAINST LIENS............................................41

44.      SUBORDINATION.....................................................42

45.      MUTUAL PARKING....................................................43

46.      CANCELLATION PRIVILEGE............................................44

47.      CONFIRMATION OF RENT AND PERCENTAGE P0AYMENTS.....................44

SCHEDULE "A"...............................................................46

SCHEDULE "C"...............................................................47


                                       10
<PAGE>

         THIS AGREEMENT, made the 19TH day of September 1978, by and between H.
HARDING BROWN and CHARLES T. SHEA, TRUSTEES UNDER TRUST INDENTURE DATED THE 25TH
DAY OF JUNE, 1968, having an office at #33 West Grand Street, Elizabeth, New
Jersey, hereinafter called the "Landlord"; and WESTERN AUTOMOTIVE WAREHOUSE
DISTRIBUTORS, INC., a California Corporation, having an office at 3260 West 26th
Street, Los Angeles, California 90023, hereinafter called the "Tenant".

                              W I T N E S S E T H :

         WHEREAS, the Landlord owns certain lands and premises in the Township
of Piscataway; County of Middlesex, and State of New Jersey, which said lands
and premises are located on Colonial Drive, Piscataway, New Jersey, all as more
particularly described on Schedule "A" annexed hereto and made a part hereof;
and

         WHEREAS, the Landlord is erecting an industrial type building
containing approximately 143,382 square feet, outside outside dimensions,
located on the premises referred to in Schedule "A" annexed hereto (hereinafter
referred to as the "Building"); and

         WHEREAS, Landlord intends to lease to Tenant a portion of the Building
containing approximately 65,672 square feet, outside outside dimensions to
center line of common wall (hereinafter referred to as the "leased premises");
and

         WHEREAS, the Building, improvements and Tenant's leased space shall be
erected in accordance with plans and specifications to be prepared by Rotwein &
Blake, Associated P.A. as shall be mutually approved, in writing, by the
Landlord and Tenant, and which final plans and specifications shall be
incorporated by reference herein and made a part hereof and referred to as
Schedule "B".

         NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that for the rents
reserved, the mutual considerations herein and the parties mutually intending


                                       11
<PAGE>

to be legally bound hereby, the Landlord does demise, lease and let unto the
Tenant and the Tenant does rent and take from the Landlord the leased premises
as described in Paragraph #1, and the Landlord and Tenant do hereby mutually
covenant and agree as follows:

         1. LEASED PREMISES

                  1.1 The leased premises shall consist of the 6,500 square
feet, outside outside dimensions to center line of common wall, of the Building
as located on the lands described on Schedule "A", together with all
improvements to be constructed thereon by the Landlord for the use of the
Tenant, and all easements, improvements, tenements, appurtenances,
hereditaments, fixtures and rights and privileges appurtenant thereto, and any
and all fixtures and equipment which are to be installed in said building by the
Landlord for the use of the Tenant in its occupancy of the leased premises, in
accordance with, and as more fully set forth in Schedule "B".

                  1.2 The Landlord agrees, subject to the terms and conditions
of this lease, to erect the leased premises, all in accordance with the plans
and specifications referred to as Schedule "B".

         2. TERM OF LEASE

                  The Landlord leases unto the said Tenant and the Tenant hires
the aforementioned premises for the term of ten (10) years, to commence on or
about March 1, 1979, and to end on the 28th day of February, 1989, the
obligation of the Tenant hereunder being subject to the following proviso:

                  2.1 That on or about March 1, 1979, the Landlord shall have
substantially completed the building according to the plans and specifications
and shall deliver to the Tenant a Certificate of occupancy issued by the
authorized issuing officer of the governmental instrumentality having
jurisdiction thereof, and an Architect's Certificate by the Architect preparing
the plans and specifications, that based on visual inspection, the Building is
substantially completed. Upon the delivery by the Landlord to the


                                       12
<PAGE>

Tenant of the leased premises, and the certification and Certificate of
Occupancy hereinabove mentioned, the lease term shall commence and the Tenant's
obligation to pay rent shall begin (subject to the provisions of subparagraph
2.2 hereof).

                  2.2 Subject to the terms and conditions of this lease, in the
event the premises are delivered to the Tenant in the manner provided in
subsection 2.1 above, prior to or after March 1, 1979, the lease term of ten
(10) years shall commence on the first day of the next succeeding month
following delivery of possession to the Tenant (hereinafter called the
"Commencement Date") and shall continue for a term of ten (10) years thereafter.
The Tenant shall, however, pay to the Landlord a sum equal to the pro rata share
of one (1) month's rent for that portion of the month prior to the Commencement
Date. During said period of partial monthly occupancy, if any, all other terms
and conditions of this lease shall be applicable to the occupancy of the leased
premises by the Tenant.

                  2.3 It is expressly understood and agreed that for the purpose
of this lease, wherever and whenever the term "substantial completion" is used,
the term "substantial completion" shall not include items of maintenance,
service or guarantee, which may be required pursuant to the terms and conditions
of this agreement. The Building and improvements shall be considered
substantially completed upon the issuance of a Certificate of Occupancy, and
Certification of the Architect that the Building has been completed according to
the plans and specifications as aforementioned.

         3. RENT

                  The Tenant covenants and agrees to pay to Landlord, during the
term of the lease, the annual rent as follows:

                  A. During the first five (5) years of the lease term, annual
rent in the amount of ONE HUNDRED FORTY SIX THOUSAND TW0 HUNDRED FIFTY AND
00/100 ($146,250.00) DOLLARS, payable in equal monthly installments in the sum



                                       13
<PAGE>

of TWELVE THOUSAND ONE HUNDRED EIGHTY SEVEN AND 50/100 ($12,187.50) DOLLARS
per month.

                  B. During the second five (5) years of the modify lease term,
annual rent in the amount of _____________________________________
_____________________________ payable in equal monthly installments in the sum
of ______________________________________________ DOLLARS per month

         The monthly rent payments above required shall be made promptly in
advance on the first day of each and every month during the term of the lease
without demand and without off-set or deduction, together with such additional
rent and other charges required to be paid by Tenant as are hereinafter set
forth.

         4. CONTINGENCIES

                  4.1 This lease is expressly subject to the issuance of all
necessary Building Permits and consents as may be required by governmental
instrumentalities, boards or bodies having jurisdiction thereof, applicable to
and based on the plans and specifications set forth in Schedule 'B"; and more
specifically to the issuance of a Building Permit by the governmental
instrumentality having jurisdiction thereof.

                  4.2 Anything herein contained to the contrary notwithstanding,
it is expressly understood and agreed that this lease is expressly conditioned
upon and is subject to the written approval by the Landlord and Tenant of the
final plans and specifications hereinbefore referred to as Schedule "B"; Such
written approval shall not be unreasonably withheld or delayed.

         5. USE

                  The Tenant covenants and agrees to use and occupy the leased
premises for any legal use and for offices, warehouse and distribution facility,
and for general purposes of Tenant's business, which use by Tenant, however, is
and shall be expressly subject to all applicable zoning ordinances, rules and
regulations of any governmental boards or bureaus having


                                       14
<PAGE>

jurisdiction thereof. It is expressly understood and agreed, however, that if
the Tenant shall use and occupy the premises for lawful manufacturing purposes,
the Tenant shall, at its own cost and expense, comply with all applicable
requirements of governmental boards or bureaus having jurisdiction thereof, and
to such reasonable regulations of the Board of Fire Underwriters or its
equivalent.

         6. CONSTRUCTION

                  6.1 Subject to the prior written approval of the Architect and
Tenant, the Landlord shall have the right to substitute for the materials and
equipment required by the plans and specifications, materials and equipment of
equal quality and standard, provided said substitutions conform with applicable
Building Codes.

                  6.2 The Landlord guarantees against defects in the general
workmanship, labor, materials and construction of the Building for a period of
one (1) year from the Commencement Date.

                  6.3 Without limiting Landlord's one (1) year guarantee
provided in subparagraph 6.2 above, the Landlord covenants and agrees to assign
to the Tenant, (as such assignment may be permitted by the terms of such
warranty) without recourse, all written warranties, which it receives in
connection with the installation of fixtures or equipment in the Building.

         7. REPAIRS AND MAINTENANCE

                  7.1 The Landlord, shall, with due diligence, at its own cost
and expense, make all repairs to the interior load bearing walls or members,
exterior bearing walls, foundation and roof, provided that any damage to the
foregoing is not caused by the negligence of the Tenant, its servants,
employees, invitees or agents. The Tenant shall, at its own cost and expense,
however, repair and maintain the roof leaders, flashings, metal gravel stops,
gutters and drains and shall keep the same free and clear of any debris
applicable to Tenant's leased premises (____________ feet). The obligation of


                                       15
<PAGE>

the Landlord to make the foregoing repairs is expressly subject to the Tenant
giving to the Landlord written notice of defects or need for repairs to the
exterior bearing walls, foundation, or to the roof of the Building. The Building
shall be initially painted by the Landlord according to the plans and
specifications herein referred to prior to delivery of the leased premises to
the Tenant, and thereafter the Tenant shall maintain, paint and repair the
exterior of the leased premises (except for the Landlord's obligations to make
repairs to the extent hereinabove set forth in paragraph 7.1 and in paragraph
6).

                  7.2 The Tenant shall, except as provided in Paragraphs 6 and
7.1 above, take good care of the leased premises and, at its cost and expense,
keep and maintain in good repair the interior and exterior of the leased
premises, including, but not limited to the floor, the air-conditioning and
heating plant, the plumbing, pipes and fixtures belonging thereto; and shall
replace all mechanical and working parts used in connection with the
air-conditioning, electrical, heating and plumbing plants, fixtures and systems,
including ballasts and fluorescent fixtures; and shall keep the water and sewer
pipes and connections free from ice and other obstructions and shall generally
maintain, repair and replace the gutters, leaders, flashings, metal gravel stops
and roof drains; and shall generally maintain and repair the interior and
exterior of the leased premises and shall, at the end of the expiration of the
term, deliver up the leased premises in good order and condition, damages by the
elements, ordinary wear and tear excepted. The Tenant covenants and agrees that
it shall not cause or permit any waste (other than reasonable wear and tear),
damage or disfigurement to the leased premises, or any overloading of the floors
of the buildings, constituting part of the demised premises.

                  7.3 The Landlord shall (i) maintain and repair the lawns,
shrubbery, driveways and parking areas; and (ii) keep the parking area and


                                       16
<PAGE>

driveways, sidewalks and steps of the demised premises free and clear of ice and
snow; and the Tenant shall annually pay to the Landlord 45.45% of the cost of
such maintenance and repair. The Landlord shall furnish Tenant with a certified
breakdown of the costs applicable to the above. The Tenant shall make such
payment within twenty (20) days after written demand.

         8. UTILITIES

                  8.1 The Landlord shall, at its cost and expense, pay for the
installation of all utilities and utility services to the Building, and connect
the same to the interior lines installed in the leased premises in accordance
with the plans and specifications.

                  8.2 The Tenant shall, at its own cost and expense, pay all
utility meter and service charges, including gas, sewer, electric, water and
standby sprinkler charges, if any.

                  8.3 The Tenant shall be responsible and at its own cost and
expense pay all meter charges and costs to be made by utility companies,
including gas, sewer, electric and standby sprinkler charges to the leased
premises, if any. It is understood and agreed that separate meters will be
provided for each tenant of the building or part thereof.

         9. TAXES

                  9.1 The Tenant, in addition to the rent reserved, shall pay to
the Landlord that percentage of all real estate property taxes assessed against
the entire property, including the land, Building and improvements (including
any added or omitted assessment for the first calendar year in which the term of
this lease shall commence), which percentage shall be based on the square
footage of Building occupied by the Tenant as the same relates to the total
square footage of Building of which the leased premises are a part, and which
pro rata percentage is hereby determined to be ___.

                  9.2 The taxes for the first calendar year in which the term of
this lease shall commence pursuant to Paragraph 2 above shall be prorated


                                       17
<PAGE>

between the Landlord and the Tenant as of the date the Tenant takes possession
of the leased premises, so that the Landlord shall be liable for the payment of
such proportion of the taxes for the current year as the time between the
previous January 1st and the date the Tenant takes possession thereof bears to a
full calendar year. If any part of any tax payable hereunder by the Tenant is
included within the term of this lease, and any part thereof is included in a
period of time after the termination of this lease, the amount of any such tax
shall be adjusted between the Landlord and Tenant as of the date of such
termination so that the Tenant shall bear only its proportionate share thereof.

                  9.3 It is expressly understood and agreed that such added and
omitted assessments and other tax assessments as set forth above refer
specifically to assessments for real property taxes only. It is also understood
that it is the obligation of the Tenant to pay any and all personal property
taxes assessed against it.

                  9.4 In the event the Tenant wishes to contest or litigate the
amount or validity of any assessment or levy of taxes on the property or the
validity of any legislative, administrative or judicial action requiring payment
thereof, the Landlord covenants and agrees that he will lend his name and
execute all papers necessary or appropriate which will be of aid to the Tenant
in connection with such contest or litigation, provided, however, such
litigation or contest shall be at the cost and expense of the Tenant.

                  9.5 The Tenant shall pay, within fifteen (15) days after
written demand, its proportionate share of real estate taxes as above provided,
which payment shall be made quarterly in the months of January, April, July and
October of each year so that the real estate taxes can be paid at or before
their due date. The Landlord shall, however, annually on the anniversary date of
this lease, commencing one year after the Commencement Date hereof, submit to
the Tenant a statement detailing the aggregate tax costs, including copies


                                       18
<PAGE>

of paid tax bills, together with the computation and breakdown of that portion
paid by the Tenant hereunder.

                  9.6 The Landlord represents that the leased premises shall
contain any and all improvements, including streets, utilities, curbing and all
other improvements as shall be required by the Township of Piscataway in
connection with the development of Centennial Industrial Park. In the event,
however, there shall be installation of other local improvements that benefit
the Tenant by any governmental board or bureau having jurisdiction thereof for
which an assessment shall be made against the property, then in that event, the
Tenant shall pay to the Landlord its pro rata portion of such assessment within
thirty (30) days after demand. The Landlord shall furnish to the Tenant a copy
of any such assessment bill as levied by governmental authority having
jurisdiction thereof.

                  9.7 Anything hereinabove contained to the contrary
notwithstanding, the Landlord reserves the right to require the Tenant to pay
its pro rata tax obligation as hereinabove referred to in twelve (12) equal
monthly installments, which payment shall be made together with the monthly rent
to be paid hereunder. Landlord shall certify to Tenant the annual taxes, and
shall furnish to Tenant a copy of the annual tax bills upon which the monthly
tax payment has been computed.

                  9.8 If, at any time during the term of this lease, the method
or scope of taxation prevailing at the commencement of the lease term shall be
altered, modified or enlarged so as to cause the method of taxation to be
changed, in whole or in part, so that in substitution for the real estate taxes
now assessed there may be, in whole or in part, a capital levy or other
imposition based on the value of the premises, or the rents received therefrom,
or some other form of assessment based in whole or in part on some other
valuation of the Landlord's real property comprising the demised premises, then
and in such event, such substituted tax or imposition shall be


                                       19
<PAGE>

payable and discharged by the Tenant in the manner required pursuant to such law
promulgated which shall authorize such change in the scope of taxation, and as
required by the terms and conditions of the within lease.

                  9.9 Nothing in this lease contained shall require the Tenant
to pay any franchise, estate, inheritance, succession, capital levy or transfer
tax of the Landlord, or Federal Income Tax, State Income Tax, or excess profits
or revenue tax, unless such taxes are in substitution for real property taxes as
a result of such change in the manner and scope of taxation.

         10. INSURANCE

                  10.1 The Landlord shall carry fire insurance with full
extended coverage in an amount equivalent to the full replacement value of the
insurable improvements to the leased premises, inclusive of broad form boiler
and machinery coverage (inclusive of air-conditioning system, if any) including
insurance coverage against sprinkler damage to the Building and/or its contents.
The Tenant shall pay to the Landlord ___% of such premium cost for fire
insurance as above provided, together with the full premium cost for the rent
insurance applicable to the Tenant's leased premises.

                  10.2 The Landlord shall maintain public liability insurance,
insuring the interests of both the Landlord and Tenant as the same may appear,
by reason of claims for personal injury, death or property damage, occurring in
or about the property, in amounts of not less than $1,000,000.00 with respect to
the bodily injury or death of any one person, o(pound) not less than
$3,000,000.00 with respect to bodily injury or death of more than one person in
one accident, and of not less than $100,000.00 with respect to property damage.
In addition to the rent reserved, the Tenant shall pay to the Landlord or his
nominee an amount equal to 45.45% of the costs of premiums for such liability
insurance. If the public liability insurance carrier shall for any reason cancel
any contract of insurance covering the property, the Landlord will immediately
notify the Tenant to such effect.


                                       20
<PAGE>

                  10.3 Anything contained in this lease to the contrary
notwithstanding, it is expressly understood and agreed that if the rate of fire
insurance shall be increased because of any change in occupancy or use of the
premises by the Tenant, which use and occupancy has been rated by the Schedule
Rating Bureau of the State of New Jersey for office, warehouse and distribution
facility, or because of the Tenant's non-compliance with reasonable rules,
regulations or requests of the fire insurance carrier issuing fire insurance
coverage in connection with the Tenant's use of the leased premises, then and in
that event, such increase in cost of fire insurance as hereinabove defined shall
be paid by the Tenant after notice and demand within fifteen (15) days.

                  10.4 Anything contained in this lease to the contrary
notwithstanding; it is expressly understood and agreed that the Tenant, at its
own cost and expense, shall be obligated to insure its own fixtures, equipment
and contents of the Building, it being expressly understood and agreed that
excepting cases of Landlord negligence, the same is not the responsibility of
the Landlord nor shall it be liable therefor.

                  10.5 The Tenant shall pay to the Landlord within fifteen (15)
days after written demand its pro rata share of insurance costs as hereinabove
provided. The Landlord shall furnish the Tenant with its demand a copy of all
paid premium bills and shall also furnish to the Tenant a breakdown of the
computation attributable to Tenant's proportionate share of costs.

                  10.6 The parties hereto mutually covenant and agree that each
party, in connection with insurance policies required to be furnished in
accordance with the terms and conditions of this lease, or in connection with
insurance policies which they obtain insuring such insurable interest as
Landlord or Tenant may have in its own properties, whether personal or real,
shall expressly waive any right of subrogation on the part of the insurer
against the Landlord or Tenant as the same may be applicable, which right to


                                       21
<PAGE>

the extent not prohibited or violative of any such policy is hereby expressly
waived, and Landlord and Tenant each mutually waive all right of recovery
against each other, their agents, or employees for any loss, damage or injury of
any nature whatsoever to property or person for which either party is required
by this lease to carry insurance.

         11. SIGNS

                  The Tenant shall have the right and privilege of erecting, on
and at the leased premises only such signs as are required by Tenant for the
purpose of identifying the Tenant. The said signs shall comply with the
applicable rules and regulations of the applicable governmental boards a bureaus
having jurisdiction thereof. The erection of such signs shall not cause any
structural damage to he Building. It is expressly understood and agreed that the
Tenant shall not erect roof signs. It is further expressly understood and agreed
that such signs shall not obstruct the visibility of any signs to be erected for
occupants of the balance of the Building. The Landlord agrees that it will not
erect or permit anyone else, including another tenant or occupant of the
premises, to erect any which will obstruct the visibility of the Tenant's sign.

         12. FIXTURES

                  12.1 The Tenant is given the right and privilege of installing
and removing property, equipment and fixtures in the leased premises during the
term of the lease. However, if the Tenant is in default and moves out, or is
dispossessed, and fails to remove any property, equipment and fixtures or other
property within thirty (30) days after such default, dispossess or removal, then
and in that event, the said property, equipment and fixtures or other property
shall be deemed at the option of the Landlord to be abandoned; or in lieu
thereof, at the Landlord's option, the Landlord may remove such property and
charge the reasonable cost and expense of removal and storage to the Tenant.


                                       22
<PAGE>

                  12.2 Anything to the contrary contained herein
notwithstanding, it is expressly understood and agreed that the Tenant may
install, connect and operate equipment as may be deemed necessary by the Tenant
for its business, subject to compliance with applicable rules and regulations of
governmental boards and bureaus having jurisdiction thereof. Subject to the
terms and conditions of this lease, the machinery, fixtures and equipment
belonging to the Tenant shall at all times be considered and intended to, be
personal property of the Tenant, and not part of the realty, and subject to
removal by the Tenant, provided at the time of such removal, that the Tenant is
not in default pursuant to the terms and conditions of this lease, and that the
Tenant, at its own cost and expense, pays for or repairs any damage to the
leased premises caused by such removal.

         13. GLASS

                  The Tenant expressly covenants and agrees to replace any
broken glass in the windows or other apertures of the leased premises which may
become damaged or destroyed at its cost and expense.

         14. ASSIGNMENT AND SUBLETTING

                  Providing that the Tenant is not then in default, the Tenant
may assign this lease, or sublease all or any portion or part of the leased
premises, provided the Tenant gives the Landlord notice of any such assignment
or sublease and any assignees (but not sublessees) undertake in writing to
assume the terms and conditions of this lease, providing in any event, that the
Tenant shall remain directly and primarily liable for the performance of the
terms and conditions of this lease. The Landlord reserves the right, at all
times, to require and demand that the primary Tenant hereunder pay and perform
the terms and conditions of this lease. No such assignment or subletting shall
be made to any tenant who shall occupy the premises for any use which violates
the applicable ordinances, rules and regulations of applicable governmental
boards and bureaus having jurisdiction thereof, or of


                                       23
<PAGE>

the carrier of the fire insurance or other insurance to be provided under this
lease.

         15. FIRE

                  15.1 In case of any damage to the building on the property by
fire or other casualty occurring during the term of this lease or previous
thereto, which renders the leased premises wholly untenantable so that the same
cannot be repaired and restored to the condition existing immediately prior to
the casualty within one hundred twenty (120) days from the happening of such
damage, then the terms hereby created, shall, a the option of the Tenant,
terminate from the date of such damage. In the event the Tenant elects to
terminate the lease for any reason which is due to the inability of the Landlord
to restore the same within the one hundred twenty (120) day period, Tenant shall
notify the Landlord, in writing, certified mail, return receipt requested, of
such a fact within thirty (30) days of the happening of the fire or casualty,
and in such event the Tenant shall immediately surrender the leased premises and
shall pay rent only to the time of such damage and the Landlord may re-enter and
re-possess the premises, discharged from this lease. In the event the Landlord
can restore the premises within one hundred twenty (120) days, it shall advise
the Tenant of such fact, in writing, certified mail, return receipt requested
and the lease shall remain in full force and effect during the period of
Landlord's restoration, except that rent shall abate while the repairs and
restorations are being made, but the rent shall recommence upon restoration of
the premises and delivery of the same by the Landlord to the Tenant. Landlord
agrees that it will undertake reconstruction and restoration of the damaged
premises with due diligence and reasonable speed and dispatch.

                  15.2 If the Building shall be damaged, but the damage is
repairable within one hundred twenty (120) days, the Landlord agrees to repair
the same with reasonable promptness. In such event, the rent accrued and


                                       24
<PAGE>

accruing shall not abate, except for that portion of the leased premises that
has been rendered untenantable and as to that portion the rent shall abate,
based on equitable adjustments.

                  15.3 In connection with Landlord's restoration as hereinabove
referred to, in determining what constitutes reasonable promptness,
consideration shall be given to delays caused by acts of God, strikes, and other
causes of Force Majeure beyond the Landlord's control.

                  15.4 The Tenant shall immediately notify the Landlord in case
of fire or other damage to the premises.

                  15.5 Notwithstanding anything contained in 15.1 or 15.2 above,
if such repairs are for any reason not completed within one hundred twenty (120)
days, then the Tenant shall have the right to terminate this lease, and in such
event of termination Landlord and Tenant shall thereupon be released of
liability one to the other, and the within lease shall be deemed null and void.

         16. COMPLIANCE WITH LAWS RULES AND REGULATIONS


                  16.1 The Landlord represents that at the time of the
commencement of the basic term of this lease, there will be full compliance with
all statutes, rules, ordinances, orders, regulations and requirements of the
Federal, State and City Government, and any and all of their departments and
bureaus applicable to the construction of said premises and Building, and also
to all rules, orders and regulations of the Board of Fire Underwriters, or its
local equivalent.

                  16.2 (i) The Tenant covenants and agrees that upon acceptance
and occupancy of the leased premises, it will, during the lease term, promptly,
at Tenant's cost and expense, execute and comply with all statutes, ordinances,
rules, orders, regulations and requirements of the Federal, State and City
Government and of any and all their departments and bureaus, applicable to the
leased premises, as the same may require correction, prevention and abatement


                                       25
<PAGE>

of nuisances, violations or other grievances, in, upon or connected with the
leased premises, arising from the operations of the Tenant therein.

                           (ii) The Tenant covenants and agrees, at its own cost
and expense, to comply with such regulations or requests as may be required by
the fire or liability insurance carriers providing insurance for the leased
premises, and will further comply with such other requirements that may be
promulgated by the Board of Fire Underwriters, in connection with the use and
occupancy by the Tenant of the leased premises in the conduct of its business.

                           (iii) The Tenant covenants and agrees that it will
not commit any nuisance, nor permit the emission of any objectionable sound,
noise or odors which would be violative of any applicable governmental rule or
regulation or would per se create a nuisance. The Tenant further covenants and
agrees that it will handle and dispose of all rubbish, garbage and waste in
connection with the Tenant's operations in the leased premises in accordance
with reasonable regulations established by the Landlord from time to time in
order to keep the premises in an orderly condition and in order to avoid
unreasonable emission of dirt, fumes, odors or debris which may constitute a
nuisance or induce pests or vermin.

                  16.3 That in case the Tenant shall fail or neglect to comply
with the aforesaid statutes, ordinances, rules, orders, regulations and
requirements or any of them, or in case the Tenant shall neglect or fail to make
any necessary repairs, then the Landlord or the Landlord's agents may after ten
(10) days' notice (except for emergency repairs, which may be made immediately)
enter said premises and make said repairs and comply with any and all of the
said statutes, ordinances rules, orders, regulations or requirements, at the
cost and expense of the Tenant and in case of the Tenant's failure to pay
therefor, the said cost and expense shall be added to the next month's rent and
be due and payable as such, or the Landlord may deduct the same from the balance
of any sum remaining in the Landlord's hands.

                                       26
<PAGE>

This provision is in addition to the right of the Landlord to terminate this
lease by reason of any default on the part of the Tenant, subject to the rights
of the Tenant as hereinabove mentioned in the manner as in this lease otherwise
provided.

         17. INSPECTION BY LANDLORD

                  The Tenant agrees that the said Landlord's agents, and other
representatives, shall have the right to enter into and upon the said premises,
or any part thereof, at all reasonable hours for the purpose of examining the
same upon reasonable advance notice of not less than 24 hours (except in the
event of emergency), or making such repairs or alterations therein as may be
necessary for the safety and preservation thereof, without unduly or
unreasonably disturbing the operations of the Tenant (except in the event of
emergency).

         18. DEFAULT BY TENANT

                  18.1 Each of the following shall be deemed a default by Tenant
and a breach of this lease:

                           (1) (i) filing of a petition by Tenant for 
adjudication as a bankrupt, or for reorganization, or for an arrangement under
any federal or state statute.

                           (ii) dissolution or liquidation of the Tenant.

                           (iii) appointment of a permanent receiver or a
permanent trustee of all or substantial all the property of the Tenant. (iv)
taking possession of the property of the Tenant by a governmental officer or
agency pursuant to statutory authority for dissolution, rehabilitation,
reorganization or liquidation of the then Tenant in possession.

                           (v) making by the Tenant of an assignment for the
benefit of creditors.


                                       27
<PAGE>

         If any event mentioned in this subdivision (1) shall occur, Landlord
may thereupon or at any time thereafter elect to cancel this lease by ten (10)
days' notice to the Tenant and this lease shall terminate on the day in such
notice specified with the sane force and effect as if that date were the date
herein fixed for the expiration of the term of the lease.

                           (2) (i) Default in the payment of the rent or
additional rent herein reserved or any part thereof for a period of ten (10)
days after the same is due and payable and written notice has been given as in
this lease required.

                                (ii) A default in the performance of any other
covenant or condition of this lease on the part of the Tenant to be performed
for a period of thirty (30) days after written notice. For purposes of this
subdivision (2) (ii) hereof, no default on the part of Tenant in performance of
work required to be performed or acts to be done or conditions to be modified
shall be deemed to exist if steps shall have been commenced by Tenant diligently
after notice to rectify the same and shall be prosecuted to completion with
reasonable diligence, subject, however, to unavoidable delays.

                  18.2 In case of any such default under subparagraph 18.1 (2)
and at any time thereafter following the expiration of the respective grace
periods above mentioned, Landlord may serve a notice upon the Tenant electing to
terminate this Lease upon a specified date not less than ten (10) days after the
date of serving such notice and this Lease shall then expire on the date so
specified as if that date has been originally fixed as the expiration date of
the term herein granted; however, a default under Section 18.1 (2) hereof shall
be deemed waived if such default is made good before the date specified for
termination in the notice of termination served on Tenant.

                  18.3 In case this Lease shall be terminated as hereinbefore
provided, or by summary proceedings or otherwise, Landlord or its agents may,
immediately or any time thereafter, re-enter and resume possession of the


                                       28
<PAGE>

demised premises or such part thereof, and remove all persons and property
therefrom, either by summary proceedings or by a suitable action or proceeding
at law, or by force or otherwise, without being liable for any damages therefor.
No re-entry by Landlord shall be deemed an acceptance of a surrender of this
lease.

                  18.4 In case this lease shall be terminated as hereinafter
Provided, or by summary proceedings or otherwise, Landlord may, in its own name
and in its own behalf, relet the whole or any portion of the demised premises,
for any period equal to or greater or less than the remainder of the then
current term, for any sum which it may deem reasonable, to any tenant which it
may deem suitable and satisfactory, and for any use and purpose which it may
deem appropriate, and in connection with any such lease Landlord may make such
changes in the character of the improvements on the demised premises as Landlord
may determine to be appropriate or helpful in effecting such lease and may grant
concessions or free rent. However, in no event shall Landlord be under any
obligation to relet the demised premises. Landlord shall not in any event be
required to pay Tenant any surplus of any sums received by Landlord on a
reletting of the demised premises in excess of the rent reserved in this lease.

                  18.5 (1) In case this lease be terminated by summary
proceedings, or otherwise, as provided in this Article 18, and whether or not
the premises be relet, Landlord shall be entitled to recover from the Tenant,
the following:

                           (i) a sum equal to all expenses, if any, including
reasonable counsel fees, incurred by Landlord in recovering possession of the
demised premises, and all reasonable costs and charges for the care of said
premises while vacant, which damages shall be due and payable by Tenant to
Landlord at such time or times as such expenses shall have been incurred by
Landlord; and


                                       29
<PAGE>

                           (ii) A sum equal to all damages set forth in this
paragraph 18 and in paragraph 19 hereinafter referred to.

                  (2) Without any previous notice or demand, separate actions
may be maintained by Landlord against Tenant from time to time to recover any
damages which, at the commencement of any such action, have then or theretofore
become due and payable to the Landlord under this paragraph 18 and subsections
hereof without waiting until the end of the then current term.

                  (3) All sums which Tenant has agreed to pay by way of taxes,
sewer charges, water rents or water meter charges, insurance premiums and other
similar items becoming due from time to time under the terms of this lease,
shall be deemed additional rent reserved in this lease within the meaning of
this paragraph 18 and subsections hereof.

         19. LIABILITY OF TENANT FOR DEFICIENCY

                  In the event that the relation of the Landlord and Tenant may
cease or terminate by reason of the default by the Tenant and the re-entry of
the Landlord as permitted by the terms and conditions contained in this lease or
by the ejectment of the Tenant by summary proceedings or other judicial
proceedings, or after the abandonment of the premises by the Tenant, it is
hereby agreed that the Tenant shall remain liable to pay in monthly payments the
rent which shall accrue subsequent to the re-entry by the Landlord, and the
Tenant expressly agrees to pay as damages for the breach of the covenants herein
contained the difference between the rent reserved and the rent collected and
received, if any, by the Landlord, during the remainder of the unexpired term,
as the amount of such difference or deficiency shall from time to time be
ascertained. Anything herein contained to the contrary notwithstanding, the rent
referred to shall include the stated reserved rent together with all additional
rent and charges required to be paid by the Tenant under the lease including but
not limited to taxes and insurance costs, and the costs of re-renting.


                                       30
<PAGE>

         20. NOTICES

                  All notices required or permitted to be given to the Landlord
shall be given by certified mail, return receipt requested, at the address
hereinbefore set forth on the first page of this lease, and/or such other place
as the Landlord may designate in writing.

                  All notices required or permitted to be given to the Tenant
shall be given by certified mail, return receipt requested, at the address
hereinbefore set forth on the first page of this lease and/or such other place
as the Tenant shall designate in writing.

         21. NON-WAIVER BY LANDLORD

                  The failure of the Landlord to insist upon strict performance
of any of the covenants or conditions of this lease, or to exercise any option
of the Landlord herein conferred in any one or more instances, shall not be
construed as a waiver by the Landlord of any of its rights or remedies in this
lease, and shall not be construed as a waiver, relinquishment or failure of any
such covenants, conditions, or options, but the same shall be and remain in full
force and effect.

         22. RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS


                  22.1 The Tenant may make alterations, additions or
improvements to the leased premises without the consent of the Landlord only if
such alterations, additions or improvements do not require structural changes in
the leased premises, or do not lessen the value of the demised premises. In the
event any alterations, additions or improvements to be made require structural
changes, the same shall only be made upon the Tenant obtaining the prior written
consent of the Landlord, which consent the Landlord shall not unreasonably
withhold or delay, provided the same do not lessen the value of the demised
premises or does not change the basic design and/or utility of the Building. All
such alterations, additions or improvements shall be only in conformity with
applicable governmental and insurance company requirements and


                                       31
<PAGE>

regulations applicable to the leased premises. Tenant shall hold and save
Landlord harmless and indemnify Landlord against any claim for damage or injury
in connection with any of the foregoing work which Tenant may make as
hereinabove provided.

                  22.2 Nothing herein contained shall be construed as a consent
on the part of the Landlord to subject the estate of the Landlord to liability
under the Mechanic's Lien Law of the State of New Jersey, it being expressly
understood that the Landlord's estate shall not be subject to such liability.

         23. NON-LIABILITY OF LANDLORD

                  23.1 It is expressly understood and agreed by and between the
parties to this agreement that excepting cases of Landlord negligence, the
Tenant shall assume all risk of damage to its property, equipment and fixtures
occurring in or about the demised premises, whatever the cause of such damage or
casualty.

                  23.2 It is expressly understood and agreed that in any event,
the Landlord shall not be liable for any damage or injury to property or person
caused by or resulting from steam, electricity, gas, water, rain, ice or snow,
or any leak or flow from or into any part of said Building, or from any damage
or injury resulting or arising from any other cause or happening whatsoever.

         24. WARRANT OF TITLE

                  Landlord represents that it has title to the lands and
premises which are the subject of this lease and that it has the full right,
capacity and authority to enter into the within lease agreement.

         25. RESERVATION OF EASEMENT

                  The Landlord reserves the right, easement and privilege after
providing suitable notice to enter on the premises in order to install, at its
own cost and expense, any storm, drains and sewers and/or utility lines in
connection therewith as may be required by the Landlord. It is understood and
agreed that if such work as may be required by Landlord requires an

            
                                       32
<PAGE>

installation which may displace any paving, lawn, seeded area or shrubs, the
Landlord, after providing suitable notice shall, at its own cost and expense,
restore said paving, lawn, seeded area or shrubs. The Landlord covenants that
the foregoing work shall not unreasonably interfere with the normal operation of
Tenant's business, and the Landlord shall indemnify and save the Tenant harmless
in connection with such installations.

         26. AIR AND WATER POLLUTION

                  The tenant expressly covenants and agrees to indemnify,
defend, and save the Landlord harmless against any claim, damage, liability,
costs, penalties, or fines which the Landlord may suffer as a result of Air or
Water Pollution caused by the Tenant in its use of the demised premises. The
Tenant covenants and agrees to notify the Landlord immediately of any claim or
notice served upon it with respect to any such claim the Tenant is causing water
or Air Pollution; and the Tenant, in any event, will take immediate steps to
halt, remedy or cure any pollution of Air or Water caused by the Tenant by its
use of the demised premises.

         27. STATEMENT OF ACCEPTANCE

                  Upon the delivery of the leased premises to the Tenant,
pursuant to the terms and conditions of this lease, the Tenant covenants and
agrees that it will furnish to the Landlord a statement that it accepts the
leased premises and agrees to pay rent from the date of acceptance, subject to
the terms and conditions of the lease as herein contained, which statement may
be in recordable form if required by the Landlord, and which statement shall set
forth the Commencement Date and Date of Expiration of the lease term. In
addition, Tenant agrees to furnish to Landlord, subject to Landlord's compliance
with the terms and conditions of the within lease, an estoppel letter for
mortgage purposes in form annexed hereto and made a part hereof as Schedule "C".


                                       33
<PAGE>

         28. FORCE MAJEURE

                  Except for the obligation of the Tenant to pay rent and other
charges as in this lease provided, the period of time during which the Landlord
or Tenant is prevented from performing any act required to be performed under
this lease by reason of fire, catastrophe, strikes, lockouts, civil commotion,
acts of God or the public enemy, government prohibitions or preemptions,
embargoes, inability to obtain material or labor by reason of governmental
regulations or prohibitions, the act or default of the other party, or other
events beyond the reasonable control of Landlord or Tenant, as the case may be,
shall be added to the time for performance of such act.

         29. STATEMENTS ITS BY LANDLORD AND TENANT

                  Landlord and Tenant agree at any time and from time to time
upon not less than ten (10) days' prior notice from the other to execute,
acknowledge and deliver to the party requesting same, a statement in writing,
certifying that this lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), that it is not in default (or if
claimed to be in default, stating the amount and nature of the default) and
specifying the dates to which the basic rent and other charges have been paid in
advance, if any; it being intended that any such statement delivered pursuant to
this paragraph may be relied upon as to the facts contained therein.

         30. CONDEMNATION

                  30.1 In the event that more than fifteen (15%) per cent of the
Building containing the leased premises (herein intended to mean the ________
square feet hereinbefore referred to in Paragraph 1) is taken; or if such ground
area is taken (exclusive of that area upon which the Building is located) which
taking of ground shall deny access to the premises and parking areas or shall
eliminate parking for forty (40) vehicles, or deny truck access



                                       34
<PAGE>

for loading and unloading due to such condemnation, then in that event, if the
Landlord cannot substantially replace such access, parking and loading areas
within reasonable contiguity of the leased premises, then in that event, the
term created shall, at the option of the Tenant, cease and become null and void
from the date when the authority exercising the power of eminent domain takes or
interferes with the use of the Building on the leased premises, its use of the
ground area, parking area, or area of access to the leased premises. The Tenant
shall only be responsible for the payment of rent until the time of surrender.
In any event, no part of the Landlord's condemnation award shall belong to or be
claimed by the Tenant. Without diminishing Landlord's award, the Tenant shall
have the right to make a claim against the condemning authority for such
independent claim which it may have and as may be allowed by law, for costs and
damages due to relocating, moving and other similar costs and charges directly
incurred by the Tenant and resulting from such condemnation.

                  30.2 In the event of any partial taking which would not be
cause for termination of the within lease or in the event of any partial taking
in excess of the percentages provided in subparagraph 30.1, and in which event
the Tenant shall elect to retain the balance of the leased premises remaining
after such taking, then and in either event, the rent shall abate in an amount
mutually to be agreed upon between the Landlord and Tenant based on the
relationship that the character of the property taken bears to the property
which shall remain after such condemnation. In any event, no part of the
Landlord's condemnation award shall belong to or be claimed by the Tenant.
However, the Landlord shall, to the extent permitted by applicable law and as
the same may be practicable on the site of the leased premises, at the
Landlord's sole cost and expense, promptly make such repairs and alterations in
order to restore the Building and/or improvements to the extent of the
condemnation award.


                                       35
<PAGE>

         31. INSTALLATION PRIOR TO COMPLETION

                  It is expressly understood and agreed that the Tenant shall
have the right, before commencement of the leased term, to enter into the
Building prior to its substantial completion at such time as the concrete floors
are completed, for the purpose of doing such fixturing and other work as the
Tenant may require for its purposes, provided that the workmen independently
employed on the leased premises by the Tenant do not cause any jurisdictional
labor disputes and that such workmen are members of recognized construction
labor unions in the applicable labor union jurisdictional area covering the
leased premises. In the event the employment of such workmen does cause a
jurisdictional labor dispute, the Landlord shall have the sole and absolute
right to summarily order the Tenant's independent workmen and contractors from
the premises. It is further expressly understood and agreed that if the Tenant
does any such fixturing and work as above set forth, it shall be responsible at
its own cost and expense to pay in connection with such fixturing and work for
any and all insurance, including workmen's compensation and other protections
required by the Laws of the State of New Jersey, and in any event, the Tenant
shall indemnify the Landlord against any claims for damages, injury or other
liability as may be asserted by any of such independent workmen to contractors
employed by the Tenant. Tenant shall assume the sole risk, at its cost and
expense, for the security of and damage to all of its fixtures and equipment as
may be installed pursuant to this Paragraph 31.

         32. QUIET ENJOYMENT

                  The Landlord further covenants that the Tenant, on paying the
rental and performing the covenants and conditions contained in this lease,
shall and may peaceably and quietly have, hold and enjoy the leased premises for
the term aforesaid.


                                       36
<PAGE>

         33. SURRENDER OF PREMISES

                  On the last day, or earlier permitted termination of the lease
term, Tenant shall quit and surrender the premises in good and orderly condition
and repair (reasonable wear and tear, and damage by fire or other casualty
excepted) and shall deliver and surrender the leased premises to the Landlord
peaceably, together with all alterations, additions and improvements in, to or
on the premises made by Tenant as permitted under the lease. The Landlord
reserves the right, however, to require the Tenant at its cost and expense to
remove any alterations or improvements installed by the Tenant and not permitted
or consented to by the Landlord pursuant to the terms and conditions of the
lease, which covenant shall survive the surrender and the delivery of the
premises as provided hereunder. Prior to the expiration of the lease term the
Tenant shall remove all of its property, fixtures, equipment and trade fixtures
from the premises. All property not removed by Tenant shall be deemed abandoned
by Tenant, and Landlord reserves the right to charge the reasonable cost of such
removal to the Tenant, which obligation shall survive the lease termination and
surrender hereinabove provided. If the premises be not surrendered to the end of
the lease term, Tenant shall indemnify Landlord against loss or liability
resulting from delay by Tenant in surrendering the premises, including, without
limitation any claims made by any succeeding tenant founded on the delay.

         34. INDEMNITY

                  Anything in this lease to the contrary, notwithstanding, and
without limiting the Tenant's obligation to provide insurance pursuant to
paragraph 10 hereunder, the Tenant covenants and agrees that it will except in
cases of Landlord negligence indemnify, defend and save harmless the Landlord
against and from all liabilities, obligations, damages, penalties, claims,
costs, charges and expenses, including without limitation reasonable attorneys


                                       37
<PAGE>

fees, which may be imposed upon or incurred by Landlord by reason of any of the
following occurring during the term of this lease:

                  (i) Any matter, cause or thing arising out of use, occupancy,
control or management of the leased premises and any part thereof.

                  (ii) Any negligence on the part of the Tenant or any of its
agents, contractors, servants, employees, licensees or invitees;

                  (iii) Any accident, injury, damage to any person or property
occurring in or about the leased premises;

                  (iv) Any failure on the part of Tenant to perform or comply
with any of the covenants, agreements, terms or conditions contained in this
lease on its part to be performed or complied with.

                  Landlord shall promptly notify Tenant of any such claim
asserted against it and shall promptly send to Tenant copies of all papers or
legal process served upon it in connection with any action or proceeding brought
against Landlord by reason of any such claim.

         35. SHORT FORM LEASE

                  It is understood between the parties hereto that this lease
will not be recorded, but that a short form lease, describing the property
leased hereby, giving the term of this lease, and making particular mention of
any special clauses as herein contained, will be recorded in accordance with the
laws governing and regulating the recording of such documents in the State of
New Jersey.

         36. LEASE CONSTRUCTION

                  This lease shall be construed pursuant to laws of the State of
New Jersey.

         37. BIND AND INURE CLAUSE

                  The terms covenants and conditions of the within lease shall
be binding upon and inure to the benefit of each of the parties hereto, their


                                       38
<PAGE>

respective executors, administrators, heirs, successors and assigns, as the
case may be.

         38. DEFINITIONS

                  The neuter gender, when used herein and in the acknowledgment
hereafter set forth, shall include all persons and corporations, and words used
in the singular shall include words in the plural where the text of the
instrument so requires.

         39. NET RENT

                  It is the purpose and intent of the Landlord and Tenant that
the rent shall be absolutely net to Landlord, so that this lease shall yield,
net, to Landlord, the rent specified in paragraph 3 hereof in each month during
the term of the lease, and that all costs, expenses and obligations of every
kind and nature whatsoever relating to the leased premises which may arise or
become due during or out of the term of this lease, shall be paid by the Tenant,
except for such obligations and charges as have otherwise expressly been assumed
by the Landlord in accordance with the terms and conditions of the lease.
Nothing herein shall require the Tenant to undertake obligations in connection
with the sale or mortgaging of the leased premises, unless otherwise expressly
provided in accordance with the terms and conditions of this lease.

         40. DEFINITION OF TERM OF "LANDLORD"

                  When the term "Landlord" is used in this lease it shall be
construed to mean and include only the owner of the fee title of the leased
premises. Upon the transfer by the Landlord of the fee title hereunder, the
Landlord shall advise the Tenant in writing by certified mail, return receipt
requested, of the name of the Landlord's transferee. In such event, the then
Landlord shall be automatically freed and relieved from and after the date of
such transfer of title of all personal liability with respect to the performance
of any of the covenants and obligations on the part of the


                                       39
<PAGE>

Landlord herein contained to be performed, provided any such transfer and
conveyance by the Landlord is expressly subject to the assumption by the grantee
or transferee of the obligations of the Landlord to be performed pursuant to the
terms and conditions of the within lease.

         41. COVENANTS OF FURTHER ASSURANCES 

                  If, in connection with obtaining financing for the
improvements on the leased premises, the Mortgage Lender shall request
reasonable modifications in this be a condition to such financing, Tenant will
not unreasonably withhold, delay or refuse its consent thereto, provided that
such modifications do not in Tenant's reasonable judgment increase the
obligations of Tenant hereunder or materially adversely affect the leasehold
interest hereby created or Tenant's use and enjoyment of the demised premises.

         42. LANDLORD REMEDIES

                  42.1 The rights and remedies given to the Landlord in this
lease are distinct, separate and cumulative remedies, and no one of them,
whether or not exercised by the Landlord, shall be deemed to be in exclusion of
any of the others.

                  42.2 In addition to any other legal remedies for violation or
breach by or on the part of the Tenant or by any undertenant or by anyone
holding or claiming under the Tenant or any one of them, of the restrictions,
agreements or covenants of this lease on the part of the Tenant to be performed
or fulfilled, such violation or breach shall be restrainable by injunction at
the suit of the Landlord.

                  42.3 No receipt of money by the Landlord from any receiver,
trustee or custodian or debtors in possession shall reinstate, continue or
extend the term of this lease or affect any notice theretofore given to the
Tenant, or to any such receiver, trustee, custodian or debtor in possession, or
operate as a waiver or estoppel of the right of the Landlord to recover
possession of the demised premises for any of the causes therein enumerated by


                                       40
<PAGE>

any lawful remedy; and the failure of the Landlord to enforce any covenant or
condition by reason of its breach by the Tenant shall not be deemed to void or
affect the right of the Landlord to enforce the same covenant or condition on
the occasion of any subsequent default or breach.

         43. COVENANT AGAINST LIENS

                  Tenant agrees that it shall not encumber, or suffer or permit
to be encumbered, the leased premises or the fee thereof by any lien, charge or
encumbrance, and Tenant shall have no authority to mortgage or hypothecate this
lease in any way whatsoever. The violations of this Article shall be considered
a breach of this lease.

         44. SUBORDINATION

                  44.1 This lease shall be subject and subordinate at all times
to the lien of any mortgages or ground rents or other encumbrances now or
hereafter placed on the land and building and leased premises without the
necessity of any further instrument or act on the part of Tenant to effectuate
such subordination, but Tenant covenants and agrees to execute and deliver upon
demand such further instrument or instruments evidencing such subordination of
the lease to the lien of any such mortgage or ground rent or other encumbrances
as shall be desired by a mortgagee or proposed mortgagee or by any person.
Tenant appoints Landlord the attorney in fact of the Tenant irrevocably, to
execute and deliver any such instrument or instruments for and in the name of
Tenant.

                  44.2 The foregoing provisions of this Article shall be
effective only in the event that any such mortgagee or holder of other
encumbrance provides, or the holder thereof agrees with Tenant, as follows:

                           (a)      That this lease is and shall be subject and
                                    subordinate to the Mortgage insofar as it
                                    affects the real property of which the
                                    demised premises form a part, and to all
                                    renewals, modifications, consolidations,
                                    replacements and extensions thereof, to the
                                    full extent of the principal sum secured
                                    thereby and interest thereon.


                                       41
<PAGE>

                           (b)      That in the event it should become necessary
                                    to foreclose the Mortgage the Mortgagee
                                    thereunder will not join the Tenant under
                                    any lease in summary or foreclosure
                                    proceedings so long as the Tenant is not in
                                    default under any of the terms, covenants,
                                    or conditions of this lease.

                           (c)      That in the event the Mortgagee shall, in
                                    accordance with the foregoing, succeed to
                                    the interest of the Landlord under this
                                    lease, the Mortgagee agrees to be bound to
                                    the Tenant under all of the terms, covenants
                                    and conditions of this lease, and the Tenant
                                    agrees, from and after such event, to attorn
                                    to the Mortgagee and/or purchaser at any
                                    foreclosure sale of the premises, all rights
                                    and obligations under this lease to continue
                                    as though the interest of Landlord had not
                                    terminated or such foreclosure proceedings
                                    had not been brought, and the Tenant shall
                                    have the same remedies against the Mortgagee
                                    for the breach of an agreement contained in
                                    this lease that the Tenant might have had
                                    under this lease against the Landlord if the
                                    Mortgagee had not succeeded to the interest
                                    of the Landlord; provided, however, that the
                                    Mortgagee shall not be

                                    (i)      liable for any act or omission of
                                             the Landlord, except as otherwise
                                             provided by law; or

                                    (ii)     subject to any offsets or defenses
                                             which the Tenant might have against
                                             the Landlord, except as otherwise
                                             provided by law; or

                                    (iii)    bound by any rent or additional
                                             rent which the Tenant might have
                                             paid to the Landlord for more than
                                             the current month and one
                                             additional month; or

                                    (iv)     bound by any amendment or
                                             modification of the Lease made
                                             without its consent, which consent
                                             shall not be unreasonably withheld
                                             or delayed.

         45. MUTUAL PARKING

                  It is expressly understood and agreed between the Landlord and
Tenant that parking spaces will be reserved and marked and striped for the
exclusive use of the Tenant hereunder, its employees and customers, and such
parking spaces shall be located in the parking area as shall be designated by
the Landlord, in accordance with the plan as shown on Schedule "B" hereinbefore
referred to. The parties hereto mutually agree that they will



                                       42
<PAGE>

not permit the access driveways to be blocked so as to unreasonably interfere
with the use of said access driveways and parking area. The Landlord reserves
the right at all times to re-locate the parking areas at the leased premises
provided such re-location provides substantially equivalent parking facilities.
The Landlord reserves the right for itself, its tenants and assigns to have
mutual use of the access driveways contiguous to Tenant's leased premises. The
Landlord shall reserve forty (40) parking spaces for the use of the Tenant.

         46. CANCELLATION PRIVILEGE

                  In consideration of the terns and conditions of this lease,
the Tenant is hereby given the right and privilege to cancel the within lease,
effective as of and at the expiration of the fifth (5th) year of the ten (10)
year lease term. The right and privilege to cancel the within lease by Tenant
shall only be effective if the Tenant gives to the Landlord nine (9) months'
prior written notice of Tenant's exercise of its right of cancellation, which
notice of cancellation shall be in writing by certified mail, return receipt
requested. In the event of such cancellation as hereinabove referred to, all
rent and other charges shall be paid and adjusted by the Landlord and Tenant, if
applicable in accordance with the terms and conditions of the within lease.

         47. CONFIRMATION OF RENT AND PERCENTAGE PAYMENTS

                    Upon completion of the Building and Tenant's leased space,
Landlord shall certify to Tenant the actual square footage of the Building and
the square footage of Tenant's leased space. In the event there is any variance
between the size of the Building, intended to be ___________, and the size of
Tenant's leased space, intended to be ________________ (outside outside
dimensions to center line of common wall), then in that event, the Landlord and
Tenant shall enter into a lease amendment to properly reflect the required
adjustment of pro rata percentage payments required to be paid by Tenant
hereunder, and to further reflect a proper adjustment of net annual


                                       43
<PAGE>

rent per square foot, based at the rate of $2.25 per square foot per annum for
the first five (5) years of the lease term and $2.81 per square foot per annum
for the second five (5) years of the lease term.

         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
or caused these presents to be signed by its proper corporate officers and
caused its proper corporate seal to be hereunto affixed, the day and year first
above written.

WITNESS:                          H. HARDING BROWN AND CHARLES T. SHEA,
                                  TRUSTEES UNDER TRUST INDENTURE DATED THE
                                  25TH DAY OF JUNE, 1968

/s/Susan Matlosz                  BY: /s/H. Harding Brown
----------------                      --------------------------------------
   SUSAN MATLOSZ                         H. HARDING BROWN, Trustee

ATTEST:                           WESTERN AUTOMOTIVE WAREHOUSE
                                  DISTRIBUTORS, INC.

/s/J.E. Smith                     BY:/s/Robert Tauber
----------------                      --------------------------------------
   J.E. Smith                            President

Assistant Secretary

                                       44
<PAGE>

                                  SCHEDULE "A"

BEGINNING at a point in the southerly side of Colonial Drive therein distant
westerly 628.69 feet from the intersection of the same with the westerly side of
South Randolphville Road, if the same were produced to meet at an intersection;

thence (1)        Along said side of Colonial Drive westerly on the arc of a
                  curve, curving to the left with a radius of 970.00 feet for a
                  distance of 612.43 feet;

thence (2)        South 3 degrees 54 minutes 12 seconds East 469.12 feet;

thence (3)        South 53 degrees 48 minutes 52 seconds East 683.65 feet;

thence (4)        North 18 degrees 35 minutes 08 seconds East 352.21 feet;

thence (5)        North 18 degrees 03 minutes'08 seconds East 61.57 feet;

thence (6)        North 11 degrees 46 minutes 37 seconds West 602.43 feet to the
                  southerly side of Colonial Drive and the point or place of
                  BEGINNING.

Being subject to a 20-foot Storm Drainage Easement.

Being Lots #2 and #3, Block 460-C, Map of Centennial Industrial Park, Section
#3, Piscataway, New Jersey, filed in the Register's office of Middlesex County
on December 31, 1970, as Map #3423, File #958.

Containing 495,270.54 square feet or 11.37 acres.



                                       45
<PAGE>

                                  SCHEDULE "C"

                              ESTOPPEL CERTIFICATE

                                 Re: Lease dated

                                     Lessor -
 
                                     Lessee -

                                     Mortgagee -

                                     Premises -

Gentlemen:

The undersigned, as Lessee under the above described Lease, hereby certifies, as
of the date hereof, for the benefit of and with the intent and understanding
that such will be relied upon by the Mortgagee, which has or is about to make a
loan to said Lessor, part of the security for which will be a mortgage covering
the premises leased to the Lessee, and an assignment of Lessor's interest in the
Lease, the following:

1. That it has accepted full and complete possession of the demised premises
pursuant to the terms of the Lease, and that the Lease term commenced.

2. That the improvements and space required to be furnished in accordance with
the Lease have been completed in all respects to the satisfaction of the
undersigned, and are open for the use of the undersigned, its customers,
employees and invitees.

3. That Lessor has satisfactorily complied with all of the requirements and
conditions precedent to the commencement of the term of said Lease as specified
therein.

4. That it has received no notice of a prior sale, transfer, assignment,
hypothecation or pledge of the said Lease or of the rents secured therein.

5. That the said Lease is in full force and effect and that it has not been
modified, amended, supplemented, or superseded.

6. That no rent or other sums payable under the Lease have been prepaid except
as provided by the terms thereof.

7. That in the event the Mortgagee acquires the demised premises through
foreclosure or through a transfer of title in lieu of foreclosure, Lessee will
in no event look to the Mortgagee for the return of any security deposited under
the terms of the Lease or for any sums escrowed with the Lessor for taxes.

8. That there is no existing default under any of the terms and provisions of
the Lease and that the undersigned does not have or hold any defenses, setoffs,
or counterclaims against Lessor arising out of the Lease or in any


                                       46
<PAGE>

way relating thereto, or arising out of any other transaction between Lessee and
Lessor which might be set off or credited against the accruing rents.

9. That the rent provided in said Lease commenced to accrue on the ______ day of
_____________, 19__; that the primary Lease term of ___ years commenced on the
_______ day of ____________, 19__, and expires on the _______ day of
_______________, 19__.

DATED:

                                                    By:_________________________


                                       47
<PAGE>

         1. Article 1.1 of the Lease is hereby amended so as to provide that
Tenant's leased premises shall consist of 65,701 square feet, in lieu of the
65,672 square feet as in the Lease now provided, and wherever in the Lease
reference is made to 65,672 square feet of leased space, 65,701 square feet
shall be substituted therefor.

         2. Article 3 is hereby modified so as to substitute the following
Article 3 in place and stead of Article 3 therein provided, as follows:

                  3. RENT

                  The Tenant covenants and agrees to pay to Landlord, during the
term of the lease, the annual rent as follows:

                  A. During the first five (5) years of the lease term, annual
         rent in the amount of ONE HUNDRED FORTY SEVEN THOUSAND EIGHT HUNDRED
         TWENTY SEVEN AND 25/100 ($147,827.25) DOLLARS, payable in equal monthly
         installments in the sum of TWELVE THOUSAND THREE HUNDRED EIGHTEEN AND
         94/100 ($12,318.94) DOLLARS per month.

                  B. During the second five (5) years of the lease term, annual
         rent in the amount of ONE HUNDRED EIGHTY FOUR THOUSAND SIX HUNDRED
         NINETEEN AND 81/100 ($184,619.81) DOLLARS, payable in equal monthly
         installments in the sum of FIFTEEN THOUSAND THREE HUNDRED EIGHTY FOUR
         AND 98/100 ($15,384.98) DOLLARS per month.

The monthly rent payments above required shall be made promptly in advance on
the first day of each and every month during the term of the lease without
demand and without offset or deduction, together with such additional rent and
other charges required to be paid by Tenant as are hereinafter set forth.

         3. Wherever in the Lease the percentage of tenant's pro rata cost of
additional rent obligation is provided or required, the same shall now be
established for the purposes of the lease as 45.8% in lieu of any other pro rata
percentage in the lease contained.


                                       48
<PAGE>

         4. Except as hereinabove provided, all other terms and conditions shall
remain in full force and effect, otherwise unmodified and unimpaired.

         5. This agreement shall be binding on the parties hereto, their heirs,
successors and assigns.

         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
or caused these presents to be signed by its proper corporate officers and
caused its proper corporate seal to be hereunto affixed, the day and year first
above written.

WITNESS:                         H. HARDING BROWN AND CHARLES T. SHEA,
                                 TRUSTEES UNDER TRUST INDENTURE DATED THE
                                 25TH DAY OF JUNE, 1968

/s/William S. Halgrum            BY: /s/H. Harding Brown
---------------------                --------------------------------------
                                          H. HARDING BROWN, Trustee

ATTEST:                          WESTERN AUTOMOTIVE WAREHOUSE
                                 DISTRIBUTORS, INC.

/s/                              BY: /s/R.S. Tauber
---------------------                --------------------------------------
                                    R.S. Tauber, President & General Manager


                                       49
<PAGE>

STATE OF NEW JERSEY                 )
                                    ) SS.:
COUNTY OF UNION                     )

                  BE IT REMEMBERED, that on 6th day of October 1978, before me,
the subscriber, a Notary Public of New Jersey personally appeared H. HARDING
BROW, TRUSTEE, who, I am satisfied, is the Landlord mentioned in the within
Instrument, and thereupon he acknowledged that he signed, sealed and delivered
the same as his act and deed, for the uses and purposes therein expressed.

                                                      /s/ Susan Matlosz
                                                      -----------------------
                                                          SUSAN MATLOSZ

STATE OF COLORADO          )
                           ) SS.
COUNTY OF ADAMS            )

         BE IT REMEMBERED, that on this 19thd day of September 1978, before me,
the subscriber, personally appeared Robert Tauber who, I am satisfied, is the
person who signed the within Instrument as President of WESTERN AUTOMOTIVE
WAREHOUSE DISTRIBUTORS INC., a California corporation, the Tenant named therein,
and he thereupon acknowledged that the said instrument made by the corporation
and sealed with its corporate seal, was signed, sealed with the corporate seal
and delivered by him as such officer and is the voluntary act and deed of the
corporation, made by virtue of authority from its Board of Directors.

                                     /s/ Paul K. Leyman
                                     -------------------------------------
                                     My commission Expires August 23, 1981

PREPARED BY: H. HARDING BROWN, ESQ.


                                       50
<PAGE>

                    LEASE AGREEMENT                           
                    
                    BY AND BETWEEN:
                    
                    H. HARDING BROWN AND CHARLES T. SHEA,
                         TRUSTEES UNDER TRUST INDENTURE
                         DATED THE 25TH DAY OF JUNE, 1968
                    
                                                  "Landlord"
                    
                    -and-
                    
                    WESTERN AUTOMOTIVE WAREHOUSE
                         DISTRIBUTORS, INC.,
                         a California corporation,
                    
                                                  "Tenant"
                    
                         -------------------------
                    
                         DATED: September 4, 1979
                    
                         -------------------------
                    





                                   LAW OFFICES
                          EPSTEIN, EPSTEIN, BROWN BOSEK
                                & TURNDORF, ESQS.
                              #33 West Grand Street
                                  P.O. Box 634
                           Elizabeth, New Jersey 07207

                                   #30005-320



                                       51
<PAGE>

         THIS AGREEMENT, made the 4th day of September, 1979, by and between H.
HARDING BROWN and CHARLES T. SHEA, TRUSTEES UNDER TRUST INDENTURE DATED THE 25TH
DAY OF JUNE, 1968, having an office at #33 West Grand Street, Elizabeth, New
Jersey, hereinafter called the "Landlord"; and WESTERN AUTOMOTIVE WAREHOUSE
DISTRIBUTORS, INC., a California corporation, having an office at 3260 West 26th
Street, Los Angeles, California 90023, hereinafter called the "Tenant"

                               W I T N E S S E T H
                               - - - - - - - - - -

         WHEREAS, the Landlord and Tenant have entered into a certain Lease
Agreement dated September 19, 1978, hereinafter called the "Lease", in
connection with lands and premises known as Lots 2 and 3, Block 460-C, Colonial
Drive, Piscataway, New Jersey, all as more particularly described on Schedule
'A' annexed hereto and made a part hereof; and

         WHEREAS, the Landlord has erected an industrial-type building
containing 143,467 square feet, outside outside dimensions, located on the
premises referred to in Schedule "A" annexed hereto (hereinafter referred to as
the "Building"); and

         WHEREAS, the Tenant occupies space which, pursuant to Article 47 of the
Lease requires certification of the actual square footage of the building and
the actual square footage of tenant's leased space; and

         WHEREAS, Landlord has obtained such certification from Landlord's
engineer and accordingly, the lease terms with respect to rent, percentage of
pro rata payments and other lease obligations are to be revised in accordance
with the terms and conditions hereinafter provided.

         NOW, THEREFORE, in consideration of the sum of One ($1.00) Dollar and
other good and valuable consideration, the parties hereto mutually covenant and
agree as follows:


                                       52
<PAGE>

STATE OF NEW JERSEY                 )
                                    ) SS.:
COUNTY OF UNION                     )

         BE IT REMEMBERED, that on this 9th day of October, 1979, before me, the
subscriber, a Notary Public of New Jersey, personally appeared H. HARDING BROWN,
TRUSTEE, who, I am satisfied, is the Landlord mentioned in the within
Instrument, and thereupon he acknowledged that he signed, sealed and delivered
the same as his act and deed, for the uses and purposes therein expressed.

                                                  /s/ William S. Halprin
                                                      ----------------------
                                                      William S. Halprin

STATE OF CALIFORNIA                 )
                                    ) SS.
COUNTY OF LOS ANGELES               )

BE IT REMEMBERED, that on this 4th day of September, 1979, before me, the
subscriber, M.J. Swift, personally appeared R.S. Tauber who, I am satisfied, is
the person who signed the within Instrument as President of WESTERN AUTOMOTIVE
WAREHOUSE DISTRIBUTORS INC., a California corporation, the Tenant named therein,
and he thereupon acknowledged, that the said instrument made by the corporation
and sealed with its corporate seal, was signed, sealed with the corporate seal
and delivered by him as such officer and is the voluntary act and deed of the
corporation, made by virtue of authority from its Board of Directors.

[OFFICIAL SEAL]

                                                      /s/ M.M. Swift
                                                          ----------------------
                                                          M.M. Swift


                                       53